1 [YFF] (“Claimant”) is the lawful widow of the deceased (“Deceased”). On 26 November 2025, the Claimant made an application without notice for an injunction in HCF/SUM 313/2025 in HCF/OC 10/2025 (“Ex parte Application”). ¹

2 I granted an interim injunction, viz, HCF/ORC 365/2025 (“Injunction Order”) on 1 December 2025 against [YFG] (“First Defendant”) and [YFH] (“Second Defendant”) (collectively, the “Defendants”), the executors (“Executors”) of the Deceased’s estate (“Estate”). The Deceased’s property at [xxx] Siglap Road (“Property”) forms part of the Estate.

3 It transpired that prior to the grant of the Injunction Order, an option to purchase the Property (“OTP”) had been granted to a third-party buyer (“Purchaser”). The Purchaser, who is the First Non-Party to HCF/OC 10/2025, obtained a mortgage loan from the Second Non-Party (“Bank”).

4 These proceedings therefore concern the applications brought by the Purchaser and the Bank (HCF/SUM 91/2026 and HCF/SUM 93/2026 respectively), to vary the Injunction Order so that the Purchaser’s registration of title to the Property and the Bank’s registration of its mortgage over the Property with SLA may be completed.

5 The Injunction Order is set out in full below:

6 The Claimant obtained the interim Injunction Order on an urgent basis to preserve the assets of the Estate pending the determination of the main action in HCF/OC 10/2025, which was brought primarily to invalidate two Wills executed by the Deceased on 26 May 2024 and 8 July 2024. ² The Claimant asserts that she, as the widow of the Deceased, would instead be the beneficiary of the whole Estate if both Wills are invalidated. ³

7 The Claimant in her affidavit in support of her Ex parte Application stated that no proper Estate accounts were provided and there was a real risk of the Defendants dissipating the Estate’s assets. ⁴ She further stated that amongst the assets that the Defendants refused to provide an account for were (a) the Property that had been transferred to the First Defendant’s name; (b) [xxx] Upper East Coast Road which had been sold to third parties; and (c) [xxx] Shenton Way that had been transferred to a third-party company. ⁵

8  I was satisfied that there was a real risk of dissipation (or further distribution) of the Estate’s assets by the Defendants as Executors. It was one of the important factors that I had taken into account when I granted the Injunction Order. The main purpose of the Injunction Order, as can be understood from its various terms, is to stop the Executors from further administering the Estate and to preserve the assets of the Estate in the interim. It prohibits the Executors from selling or otherwise dealing with any of the Deceased’s assets (if the asset has not been sold yet) or the proceeds of sale of the Deceased’s assets (if the asset has already been sold). Prohibiting the Executors from dealing with the unsold assets (which would include stopping, in the meantime, the distribution or transmission to the legatees) or the sale proceeds for assets already sold for valuable consideration (ie, the sale proceeds) would have sufficed to preserve the Estate’s assets.

9 When I granted the interim Injunction Order, it was not intended to be more draconian than is necessary to safeguard the Estate pending the disposal of HCF/OC 10/2025.

10 The Deceased passed away on 22 July 2024. ⁶ On 22 January 2025, the Defendants as the Executors named in the second Will dated 8 July 2024 (“Will”) obtained the Grant of Probate. ⁷ On 13 March 2025, the Executors registered a transmission upon death to transfer the Property to the Defendants to hold as Executors on behalf of the Estate. ⁸

11 In or around July 2025, the Purchaser came to know of the Property being listed for sale at $6,000,000 through a public listing on the website PropertyGuru. At that time, the Purchaser was looking to buy a house for his family to live in and directed his property agent to contact the seller’s agent. ⁹ The Purchaser has no prior connections or relationship with the Deceased, the Claimant or the Executors.

12 On 7 August 2025, the Purchaser paid an option fee of $65,000 and the Defendants (who were then registered proprietors of the Property on the Land Titles Register (“Register”) and the Executors) issued him the OTP. The sale price offered for the Property was $5,500,000. ¹⁰

13 On 7 September 2025, the Purchaser’s conveyancing solicitors, BR Law Corporation (“BR Law”), were informed by APAC Law Corporation (“APAC Law”) that the latter had been instructed to act for the Defendants in the sale of the Property. ¹¹ On 10 September 2025, the Purchaser exercised the OTP and paid the exercise fee of $210,000 by way of a cashier’s order in favour of APAC Law’s conveyancing account. ¹² As at the date of exercise of the OTP by the Purchaser, no caveat of any kind had been lodged by the Claimant to claim any interest that would conflict with the Defendants’ right to deal with the Property as registered proprietors.

14 Therefore, by 10 September 2025, a total of $275,000 being 5% of the purchase price had been paid by the Purchaser to the Defendants leaving a balance of 95% of the purchase price to be paid upon completion of the sale.

15 Two days later, on 12 September 2025, the Purchaser registered a purchaser’s caveat under Instrument No IK/259647J on the Property, citing the “Contract/Option Date: 10/9/2025” as its basis. ¹³

16 Soon thereafter (ie, a further two days later, on 14 September 2025), and despite the Purchaser’s caveat lodged on the Property, the Defendants executed a transfer of the Property from themselves qua Executors to the First Defendant in her personal capacity. ¹⁴ This was done under s 108(a)(i) of the Land Titles Act 1993 (2020 Rev Ed) (“LTA”), ¹⁵ where upon production of the grant of probate of the will, the Registrar of Titles (“Registrar”) may, without requiring a transmission application, register any transfer expressed to be made pursuant to a devise in the will of the proprietor. The transfer to the First Defendant was accepted by the Registrar and registered.

17 The Defendants as Executors had essentially commenced transferring the Deceased’s assets to the legatees in accordance with the Will. In the Will, the Property was bequeathed solely to the First Defendant. ¹⁶ The First Defendant thus became the registered proprietor of the Property with effect from 14 September 2025 after the transfer from the Defendants to the First Defendant was accepted by the Registrar and registered accordingly. It would appear that no consent was needed for a transmission under s 108(a)(i) of the LTA and none was obtained from the Purchaser, who had lodged a caveat on the Property two days earlier.

18 The Purchaser entered into a mortgage agreement with the Bank for a loan of $2,000,000 to finance his purchase of the Property. On 7 October 2025, BR Law, acting for the Purchaser and the Bank, registered a caveat (Instrument No IK/259662V) on behalf of the Bank in respect of its intended mortgage over the Property. ¹⁷

19 The Bank subsequently obtained a valuation report from M/s Jones Lang LaSalle Property Consultants Pte Ltd (“JLL”) dated 21 October 2025, which assessed the market value of the Property as at 7 October 2025 to be $5,500,000. ¹⁸

20 On 21 November 2025, the Claimant commenced HCF/OC 10/2025 against the Defendants. ¹⁹

21 On 1 December 2025, unbeknownst to the Purchaser and the Defendants, I granted the Injunction Order (see above at [5]). It must be noted that prior to the hearing of the Injunction Order, the Claimant had conducted a title search on the Register, dated 13 November 2025, and retrieved the registration details of the Property (“Title Search”). ²⁰ The Title Search expressly stated that the Purchaser and the Bank had lodged their respective caveats against the Property. ²¹ However, the Claimant in her affidavit and her counsel in his submissions failed to disclose these facts to me during the hearing of the Ex parte Application for the Injunction Order.

22 After the Injunction Order was granted, the Claimant’s solicitors, Covenant Chambers LLC (“Covenant Chambers”) did not immediately, or at any time thereafter, lodge any caveat on the Property pursuant to s 115(3)(b) of the LTA on the basis of the Injunction Order.

23 On 2 December 2025 at 10.48am, the Defendants were notified of the Injunction Order by Covenant Chambers. ²² Later that day at 5.37pm, the Injunction Order was extracted and served on the Defendants. ²³

24 Completion of the sale of the Property took place the next day on 3 December 2025, whereupon the Purchaser paid a total of $5,225,038.39, which was the balance of 95% of the purchase price of $5,500,000 to the First Defendant (with a rounding difference of $38.39). Title searches conducted on the day of completion by BR Law against the Property did not reveal any new caveat on the Register. The last caveat entered against the Property remained the Bank’s caveat previously lodged on 7 October 2025. ²⁴ On the same day after the completion, the Purchaser collected the keys to the Property and moved in with his family. ²⁵

25 The moneys were paid to the First Defendant in her personal capacity as the registered proprietor, and not to the Defendants qua Executors. The manner of payment was in accordance with the First Defendant’s conveyancing solicitors’ directions. ²⁶ Presumably, the moneys were paid on the date of completion in exchange for the Instrument of Transfer of the Property signed by the First Defendant.

26 The moneys (amounting to a total of $5,225,038.39) were paid by the Purchaser in the following manner upon completion: ²⁷

(a) The First Defendant personally received $3,017,278.05;

(b) Another bank (“Second Bank”) received $147,810.34 in repayment of part of the outstanding mortgage loan on the Property;

(c) Huttons Asia Private Limited (“Huttons”) received $59,950 (amounting to 1% of the purchase price plus 9% GST), which would appear to be the housing agent’s commission for the sale of the Property.

(d) Additionally, the Bank disbursed on behalf of the Purchaser a total of $2,000,000 pursuant to the mortgage loan taken by the Purchaser. The Bank paid $16,397.98 to the Central Provident Fund Board and the balance of $1,983,602.02 to the Second Bank in repayment of the remaining part of the outstanding mortgage loan on the Property presumably taken up by the Deceased.

27 On 5 December 2025 (two days after the date of completion of the sale of the Property), Covenant Chambers lodged the Injunction Order with the Singapore Land Authority (“SLA”) on behalf of the Claimant. ²⁸

28 On 9 December 2025, BR Law lodged (with the SLA) the Instrument of Transfer on behalf of the Purchaser, ²⁹ and the Instrument of Mortgage to register the Bank as the mortgagee over the Property ³⁰ on behalf of the Bank.

29 It bears emphasising that, at the time of lodgement of the Instrument of Transfer and the Instrument of Mortgage, the Register remained devoid of any caveat by the Claimant to claim her alleged interest in the Property. Notwithstanding, as a result of the Injunction Order, the SLA informed BR Law on 15 December 2025 that the Purchaser and the Bank were unable to proceed with the registration of their interests in the Property. ³¹

30 According to the Purchaser, it was much later, on 8 January 2026, that he learnt from BR Law that the SLA could not proceed with registration of his title because the Claimant had served the Injunction Order on the SLA on 5 December 2025. ³²

31 A chronology of relevant events, for convenience, is as follows:

32 The Purchaser and the Bank accordingly applied in HCF/SUM 91/2026 and HCF/SUM 93/2026 respectively to vary the Injunction Order to allow (a) the Purchaser to register the title of the Property to his name; and (b) the Bank to register its mortgage over the Property.

33 The Purchaser asserts that he is a bona fide purchaser for value without notice. ³³ It is undisputed that he had fully paid the purchase price of $5,500,000 for the Property by the completion date of 3 December 2025.

34 The difficulty which arises from the case is this: 5% of the purchase price was paid to the Defendants as the Executors at the time of exercise of the OTP on 10 September 2025. However, the balance of 95% of the purchase price was paid to the First Defendant as the sole registered proprietor of the Property at the date of completion on 3 December 2025.

35 The key question before me is whether the Injunction Order should be varied to allow the Purchaser and the Bank to register their interests in the Property.

36 The Claimant raises three key planks in response. The first plank is that the Purchaser is unable to invoke the bona fide purchaser defence because he has yet to obtain legal title as under s 45(1) of the LTA, no instrument until registered is effectual to pass any estate or interest in land under the provisions of the LTA, including the legal title to the Property. ³⁴ MKC Associates Co Ltd v Kabushiki Kaisha Honjin [2017] SGHC 317 (“MKC Associates”) at [294] was cited to me for the proposition that having legal title is one of the essential elements for a bona fide purchaser defence, apart from having acted in good faith, having paid valuation consideration and having no notice of the claimant’s equitable interest in the property. ³⁵

37 It is clear, and I accept, that the Purchaser does not have legal title. But that is beside the point. The question is whether the Purchaser should be allowed to proceed with registration and obtain that legal title in light of the facts as set out above.

38 The second plank is that the Purchaser is, in any event, barred from invoking the bona fide purchaser defence because the Purchaser did not act in good faith, and he had notice of the Claimant’s interest, in purchasing the Property. ³⁶

39 The third plank is that the Purchaser and the Bank, in any event, have no equitable interests in the Property because the caveats lodged by them are fundamentally defective. ³⁷ The Claimant argues that the equitable interest underlying the caveats has ceased to exist by reason of the change in parties selling the Property to the Purchaser (ie, the OTP was issued by the Defendants qua Executors, but the sale was effected by the First Defendant). ³⁸

40 Before I turn to the points raised by the Claimant, I address some preliminary issues.

41 Part 3 r 5(2) of the Family Justice (Probate and Other Matters) Rules 2024 (“Probate Rules”) states:

42 Nothing in the Rules of Court 2021 prevents the court from allowing non-parties to participate in proceedings without being added as a party despite the lack of an express provision specifically empowering such participation (see Zhang Xin v Liu Yingkui [2026] SGHCR 7 (“Zhang Xin”) at [30]). Order 3 r 2(2) of the Rules of Court 2021, which was considered in Zhang Xin, is in pari materia with P 3 r 5(2) of the Probate Rules, and the same reasoning applies with equal force in the present proceedings. Further, it is in the interest of justice to entitle non-parties to be heard on whether an injunction should be discharged or varied because of the potential effects of the injunction upon them (see Steven Gee KC, Commercial Injunctions (Sweet & Maxwell, 7th Ed, 2021) at para 21-003).

43 As such, I allow the Purchaser and the Bank to intervene in the current proceedings despite being non-parties to the main action in HCF/OC 10/2025.

44 Another preliminary matter that must be determined is whether a binding contract for the sale of the Property had been concluded, and more importantly, when. The answer bears directly on the rights and obligations of the parties before me, and in particular, it determines whether the Purchaser can be said to have acquired an interest in the Property prior to the grant of the Injunction Order and whether the Injunction Order on its terms is applicable to the non-parties and to the Property.

45 It is well-established that, unless otherwise stated by the terms in the option agreement, parties become bound to the sale and purchase of the property upon the exercise of the option by the purchaser. The OTP granted on 7 August 2025 to the Purchaser by the Defendants states that: ³⁹

On 10 September 2025, the Purchaser exercised the OTP by paying the exercise fee of $210,000, and by signing on the relevant portion of the OTP marked “ACCEPTANCE”. ⁴⁰

46 Thus, I reject the Claimant’s submission that an enforceable and binding contract of sale and purchase of the Property was only entered into upon completion, on 3 December 2025. Instead, I find that an enforceable and binding contract of sale and purchase of the Property was concluded on 10 September 2025, when the Purchaser exercised the OTP to purchase the Property. Accordingly, for the purposes of the Injunction Order, the Property is considered to have been sold on 10 September 2025, which is prior to the date of the Injunction Order of 1 December 2025, although the sale was completed on 3 December 2025 after the date of the Injunction Order.

47 The starting point is the Injunction Order itself and most importantly, the specific terms of the Injunction Order, its ambit and the actual parties subject to the Injunction Order, breach of which may lead to them being liable for contempt of court.

48 The Claimant describes the Injunction Order as a proprietary injunction, ⁴¹ labels it as such and thereafter relies in her submissions on the general meaning and ambit of a proprietary injunction (without much regard to the actual terms of the Injunction Order) to argue what the precise contours and scope of the Injunction Order are. ⁴²

49 A proprietary injunction “fastens on the specific asset in which the claimant asserts a proprietary interest” and such an injunction “ought not to be confused with a freezing injunction” for the following reason (see Leong Quee Ching Karen v Lim Soon Huat [2024] 4 SLR 862 at [27]–[28], citing Bouvier, Yves Charles Edgar v Accent Delight International Ltd [2015] 5 SLR 558 at [143]–[144)):

50 Paragraph 1 of the Injunction Order states that:

51 The first limb of paragraph 1 of the Injunction Order specifically prohibits the Defendants from dealing with all the Deceased’s assets forming the Estate when they have not been sold yet. The second limb of paragraph 1 of the Injunction Order exclusively deals with all those of the Deceased’s assets that had been sold and it specifically prohibits the Defendants from dealing with all proceeds of sale of the Deceased’s assets that would arise from those assets of the Estate that had been sold. As I shall elaborate, the wording of the Injunction Order was clearly crafted to ringfence the Deceased’s assets against dissipation or further distribution by the Defendants. It is not open to the Claimant to seize upon the mere fact that the Property is expressly named in the Injunction Order, raise the banner of a proprietary injunction, and expect all other interests in the Property to be suspended, without any regard for the terms of the Injunction Order, or the context in which it was granted. The Injunction Order must be read as a whole to determine its precise ambit and scope.

52 Crucially, the Injunction Order only operates against the Defendants personally. The Injunction Order contains no restraint against the Registrar in any form and in particular, it does not prevent the Registrar from registering the Instrument of Transfer lodged by the Purchaser, nor does it restrain the Purchaser from taking steps to have the Property registered in his name upon completion of sale. It is important to note that the Purchaser purchased the Property upon exercise of the OTP on 10 September 2025, months before the Claimant applied for and obtained the Injunction Order.

53 When the Injunction Order was heard on 1 December 2025, apart from [xxx] Upper East Coast Road, it was unclear whether any other properties of the Deceased had been sold by the Defendants as Executors. If any of the other Deceased’s properties had in fact been sold, it was also unknown whether: (a) completion had already taken place, in which case the Defendants would already be holding the sale proceeds, or (b) whether a binding contract of sale existed but completion was pending, in which case the bulk of the sale proceeds would likely not be received yet by the Defendants. The Injunction Order therefore had to be crafted with sufficient flexibility to address both possibilities: properties that had not been sold and properties that had been sold (with completion of sale completed or completion of sale still pending).

54 I emphasise that there is no express order in the Injunction Order prohibiting the Defendants from receiving proceeds of sale of properties (cf, a prohibition against disposing and/or otherwise dealing with the sale proceeds) sold by them prior to the service of the Injunction Order on them. In my view, to craft the Injunction Order in that way would make little sense as that would not be in the interest of the Estate nor the beneficiaries in the Will, and the Executors would also be made to act contrary to their duty as Executors to act in the interest of the beneficiaries by ensuring that they collect the proceeds of sale for properties sold by them prior to the service of the Injunction Order on them.

55 Neither would it be in the interest of the Estate or the beneficiaries for the Executors to be prohibited from doing anything (including signing an Instrument of Transfer) to frustrate, delay and/or avoid the completion of the sale under a concluded contract of sale and purchase of property (with a bona fide purchaser for value without notice) that had taken place prior to the service of the Injunction Order on the Executors. That would risk litigation against the Executors for specific performance of the concluded contract for the sale of any of the properties in the Estate and/or damages (if any). Costs of such litigation may well be paid out of the Estate, which again would not be in the interest of whoever may be determined to be lawful beneficiaries of the Estate.

56 It is in that context that the Injunction Order was specifically tailored to ringfence the sale proceeds for all of the Estate’s properties that had been sold under a concluded contract of sale and purchase prior to the service of the Injunction Order on the Defendants, whether or not completion had already taken place at the time of service. The intended ringfencing of sale proceeds is effected by the prohibition (in the second limb of paragraph 1 of the Injunction Order) against the Defendants disposing and/or otherwise dealing with all of “their proceeds of sale … (in the event that any of the Deceased’s assets have been sold)”. This prohibition in the second limb is made subject to paragraph 6 of the Injunction Order, which is a clear mandatory order providing that “if any of the Proceeds [of sale] are held by the [Defendants] (be it in their personal bank accounts or otherwise)…., these Proceeds are to be paid into the Estate’s bank account within seven (7) days from the date of this Order” (see above, [5]).

57 On the facts, the Purchaser purchased the Property upon exercise of the OTP on 10 September 2025, which was way before the Claimant obtained the Injunction Order on 1 December 2025. At the time of the sale completion on 3 December 2025 when the Purchaser paid the balance of the purchase price, the Purchaser was unaware that the Injunction Order had been granted as it was not served on him by the Claimant.

58 What is clear is that when there is already a concluded contract of sale and purchase entered into by the Executors before the Injunction Order (ie, where a property has been sold), the focus of the Injunction Order is no longer on stopping the completion of sale or stopping the registration of title by a purchaser of the Estate’s property, especially when such a purchaser has already purchased a property for value (and in fact paid the full purchase price upon completion) under an enforceable, binding and concluded sale and purchase contract.

59 Instead, the focus of the Injunction Order shifts to securing and preserving all sale proceeds for the Property received by the First Defendant on and up to 3 December 2025 by subjecting the First Defendant to a mandatory order to pay the sale proceeds she was holding (and that must include the earlier 5% paid by the Purchaser to the Executors if that was also subsequently paid by the Executors to and received by the First Defendant) into the Estate’s bank account within seven days, failing which the First Defendant might well expose herself to a contempt of court application in disobeying this aspect of the Injunction Order. For clarification, if the Second Defendant happens to be holding any part of the sale proceeds of the Property, he must also, pursuant to the Injunction Order, pay that into the Estate’s bank account.

60 The shift in focus is further evident from the nature of the mandatory disclosures ordered under paragraph 3 and 4 of the Injunction Order. Paragraphs 3 and 4, when read together, order the Defendants to furnish a full and complete account of the whereabouts of the Deceased’s assets (including the Property) and/or “their proceeds [of sale] thereof pending the resolution of the proceedings in HCF/OC 10/2025” (see above, [5]). The Injunction Order provides that “[if] any of the Deceased’s assets have been sold or otherwise disposed of”, the Defendants must disclose the details of:

Clearly, these mandatory orders for disclosure that accompany the prohibition orders are to facilitate tracing of the sale proceeds in the hands of the Defendants or their agents.

61 Why then, was it unclear whether the Property had been sold at the time of the application for the Injunction Order on 1 December 2025? It was, in fact, not disclosed to the court at the ex parte hearing that (a) the Property had already been sold; and (b) two caveats had been lodged on the Property by the Purchaser and the Bank.

62 It is trite that there is a duty on the applicant for an ex parte injunction to make full and frank disclosure (Re Fullerton Capital Ltd [2025] 1 SLR 432 at [133]; Tay Long Kee Impex Pte Ltd v Tan Beng Huwah [2000] 1 SLR(R) 786 at [21]).

63 However, the Claimant’s affidavit ⁴³ and written submissions in support of the Ex parte Application ⁴⁴ did not expressly mention the two caveats lodged on the Property, nor the purchase by the Purchaser and the mortgage by the Bank. Not only were these material facts absent in writing, counsel for the Claimant also failed to inform the court of these material facts at the ex parte hearing. Now, counsel for the Claimant claim that they were at that time unaware of the existence of the two caveats. When questioned, counsel admitted to having done a title search on the Property and had sight of the title deed to the Property but somehow, the two caveats were missed.

64 The Claimant’s supporting affidavit for the Ex parte Application clearly averred to the fact that a title search had been conducted on the Property on 13 November 2025 prior to filing the Ex parte Application. ⁴⁵ I find it hard to believe that counsel for the Claimant would miss seeing the two caveats after having conducted a title search on the Property. The search would have clearly revealed the Purchaser’s and the Bank’s caveats. Furthermore, the very reason for performing the title search must have been to examine the particulars of the registered owner and the Property, and what encumbrances exist over the Property.

65 The caveats lodged by the Purchaser and the Bank were clearly recorded in the main folio of the Property under “INTEREST/ENCUMBRANCE” as follows: ⁴⁶

66 If full and frank disclosure of the existence of the two caveats had been made to the court at the time of the ex parte hearing, the court might well have inquired further. Following further inquiry, it might have ordered immediate service of the Injunction Order on the two caveators, whose identities and addresses for service on them should be easily traceable from the caveats and the SLA. This could have prevented the completion of the sale and stopped any payment by the Purchaser to the First Defendant of the balance of 95% of the sale price.

67 In addition, the court might well have included a further mandatory order for the Defendants, as the Executors, to safeguard all the moneys already paid by the Purchaser pursuant to the exercise of the OTP and then await a response from the Purchaser and the Bank to deal with the question whether to allow the purchase of the Property to proceed to completion, with possible ancillary orders to ensure that the balance of the sale proceeds would be paid by the Purchaser directly into the Estate Account in the interim instead of to the First Defendant personally.

68 Unfortunately, as a result of the non-disclosure and the resulting absence of any order in the Injunction Order to immediately serve the Injunction Order on the Purchaser and the Bank, they were not aware of the Injunction Order when the balance 95% of the purchase price of the Property was paid personally to and in accordance with the directions of the First Defendant. ⁴⁷ In that sense, the Claimant’s failure to make full and frank disclosure in breach of her duty to the court has also prejudiced the Purchaser and the Bank, who had no knowledge or notice of the dispute over the validity of the Will nor the Injunction Order when the sale completion took place. If notified of the existence of the Injunction Order, the Purchaser and the Bank would at least have the opportunity to decide whether they should cancel, withhold or proceed with the completion of sale and the payment of the balance of 95% of the purchase price for the Property.

69 If after obtaining the Injunction Order on 1 December 2025 and if as the Claimant asserts is a proprietary Injunction Order, ⁴⁸ the Claimant should have lodged a caveat immediately against the Property pursuant to s 115(3)(b) of the LTA. If the Claimant had done so, the scheduled completion of the sale of the Property two days later on 3 December 2025 might well have been halted had BR Law, doing a final title search on the day of completion, discovered the Claimant’s caveat based on the Injunction Order. The Claimant’s failure to immediately lodge a caveat on the Property upon obtaining the Injunction Order has again prejudiced the Purchaser and the Bank. Instead, the Claimant notified the SLA of the Injunction Order only on 5 December 2025, by which time completion had already taken place. I was further informed at the hearing that no caveat has been filed to date by the Claimant based on the Injunction Order pursuant to s 115(3)(b) of the LTA.

70 Therefore, I clarify that there is nothing in the terms of the Injunction Order that prohibits the Registrar from registering the title to the Property in accordance with the Land Titles Act pursuant to the Instrument of Transfer furnished by the Purchaser to the Registrar, if the Registrar wishes to do so. The same applies to the registration of the Instrument of Mortgage lodged by the Bank.

71 I further clarify that my Injunction Order does not prohibit the Purchaser from lodging the Instrument of Transfer with the Registrar for the Registrar to register the title to the Property in his name. The same applies to the Bank. The Injunction Order does not target the Registrar, the SLA, or any purchasers of any assets of the Deceased’s Estate. I agree with the Purchaser’s submissions that nothing in the Injunction Order confers on the Claimant any entitlement to obstruct and/or interfere with non-parties’ rights as purchasers. ⁴⁹

72 Hence, there is no need to vary the Injunction Order to allow (a) the registration of the title in the name of the Purchaser by the Registrar; and (b) the registration of the Bank’s Instrument of Mortgage by the Registrar. The clarifications which I have made regarding the precise ambit and scope of the Injunction Order should suffice.

73 Given these clarifications, it is clear that the First Defendant is compelled to pay the $3,017,278.05 she has received into the Estate’s bank account. Further, the Injunction Order does not apply to the Second Bank and Huttons, and they do not have to repay into the Estate’s bank account any of the sale proceeds received by them.

74 These clarifications by themselves are sufficient to dispose of the matter. Nevertheless, I address the Claimant’s other arguments for completeness.

75 The Claimant contends that the Property was not purchased for fair value, relying on a photograph purportedly taken on 15 December 2025 of a physical sales banner advertising the Property for sale at $6,880,000. ⁵⁰

76 The Bank points out that there is no date or timestamp on the photograph save for the Claimant’s assertion. ⁵¹ The photograph does not show when the advertisement was first put up. It could have been put up months before the Purchaser first chanced on an advertisement on PropertyGuru for the sale of the Property at a reduced price of $6,000,000.

77 Despite her allegation of the sale of the Property at an undervalue, the Claimant did not produce any valuation report from an independent professional valuer to show what the fair open market value of the Property as at the date of the OTP of 7 August 2025 should have been.

78 Instead, the Purchaser adduced a valuation report obtained by the Bank from JLL dated 21 October 2025, ⁵² which assessed the market value of the Property as at 7 October 2025 to be $5,500,000. ⁵³ Although JLL’s market valuation may have been assessed two months after the date of the issuance of the OTP, I nevertheless regard this valuation as the only reliable valuation before me. I do not think that two months’ delay would make a material difference to the market value of the Property.

79 Based on this valuation of $5,500,000 by JLL, I cannot find any basis to conclude that the Property was not offered and sold by the Defendants at a fair open market value to the Purchaser. I agree with the Purchaser’s submissions that there is no basis to insinuate that his purchase of the Property was anything other than an arm’s length transaction at market value. ⁵⁴

80 The Purchaser submits that he is a bona fide purchaser for value without notice. ⁵⁵ The Bank submits that it is a bona fide mortgagee without notice at the time of completion on 3 December 2025. ⁵⁶

81 The Claimant submits that the Purchaser does not qualify as a bona fide purchaser for value without notice because, amongst other things, the Purchaser has not obtained legal title to the Property. ⁵⁷ As stated above, MKC Associates at [294] was cited to me for the proposition that having legal title is one of the essential elements for a bona fide purchaser defence, apart from having acted in good faith, having paid valuable consideration and having no notice of the claimant’s equitable interest in the property (see above, [36]). Under s 45(1) of the LTA, legal title only passes upon registration.

82 On that basis, the Claimant contends that the Purchaser, not having succeeded in registering his legal title in time, or at least before the Injunction Order was lodged, cannot claim to be a bona fide purchaser for value without notice. ⁵⁸

83 I agree with the Claimant that the Purchaser, who has not yet obtained legal title, cannot have a defence of a bona fide purchaser for value without notice. However, there is no need for the Claimant to raise this defence in the present applications before me, which are to allow the Purchaser to register his title to the Property based on an Instrument of Transfer signed by the First Defendant as the registered proprietor of the Property and to allow the Bank to register its mortgage without being constrained by the Injunction Order. If both Wills are invalidated and the duly appointed administrators of the Estate thereafter pursue an action against the Purchaser for the return of the Property (leaving aside the question if that action is a viable one to begin with), the defence of a bona fide purchaser for value without notice may then be relevant and raised by the Purchaser. By then, the Purchaser would likely have registered his legal title to the Property given my decision that the Injunction Order does not prohibit the registration.

84 First, the Claimant submits that in executing the transfer of the Property to the First Defendant prior to settling the Estate’s debts, the Executors have been effectively bypassing the Estate and are defrauding its creditors. ⁵⁹

85 It appears that the Claimant’s case against the non-parties in this regard rests on the allegation that they had knowledge of the transfer of the Property to the First Defendant in her personal capacity. As a result of this transfer, a total of $3,017,278.05 was paid directly to the First Defendant rather than to the Estate, without first satisfying the Estate’s other debts (if any), apart from the Deceased’s outstanding mortgage of $2,131,412.36 on the Property, which was repaid from part of the sale proceeds. In other words, the Claimant appears to be suggesting that the non-parties had in some way colluded with or assisted the Defendants in defrauding the creditors of the Estate by paying sale proceeds to the First Defendant personally at the time of completion instead of paying the Estate.

86 The Claimant highlights that the Executors had started transferring the assets in the Deceased’s Estate (eg, the Property, which is one of the assets of the Deceased to be distributed under the Will) to the beneficiaries in the Will even before the Executors had settled all the outstanding liabilities of the Deceased’s Estate, which according to the Claimant, were in the region of $2,789,300.00 as stated by the First Defendant’s lawyers’ letter dated 31 July 2025. ⁶⁰

87 It is not clear to me, however, whether this figure of $2,789,300.00 represents the total of all the outstanding mortgage loans across the various properties of the Deceased, or whether it also encompasses other unsecured and secured personal debts of the Deceased. If there are large mortgage loans outstanding, then a sensible way for the Executors to settle these debts would be to sell the mortgaged properties and apply such portions of the sale proceeds as are necessary towards discharging those loans. The alterative would be for the legatee of a particular property to either (a) repay the outstanding mortgage from their own funds or (b) arrange for a fresh mortgage in their own name to repay the outstanding mortgage, before becoming the new registered owner upon transmission.

88 That is precisely what occurred here. The Executors sold the Property to the Purchaser, and the outstanding mortgage of $2,131,412.36 on the Property was repaid from the sale proceeds, leaving only the balance net sale proceeds to be dealt with. ⁶¹

89 If the outstanding liabilities of the Deceased’s Estate, which according to the Claimant were in the region of $2,789,300.00, included this outstanding mortgage loan of $2,131,412.36 on the Property, then the balance of the outstanding debts of the Estate would be $657,887.64 (ie, $2,789,300 - $2,131,412.36). If that residual sum is itself already secured against other properties in the Estate that have not yet been sold or if the aggregate value of the residual assets in the Estate is higher than the amount of the residual debts of the Estate (ie, if the Estate is basically still solvent), then it cannot be said that the mere act of the Executors in transmitting the Property to the First Defendant, leaving to the First Defendant as a co-Executor to redeem the outstanding loan of $2,131,412.36 upon completion (which was in fact carried out), indicates an intention on the part of the Defendants to defraud the creditors of the Estate.

90 There is no evidence that the Executors have not ensured that the other remaining properties and assets of the Deceased are more than sufficient to pay off the $641,489.66 which constitute the rest of the outstanding debts of the Estate. Without more, it cannot be inferred that the Executors are intending to defraud the creditors of the Estate. There is also no evidence that the non-parties are in any way apprised of the detailed accounts of the Estate to know what and whether there are outstanding debts in the Estate and whether or not the Executors have made provisions to ensure that the remaining assets in the Estate after the transmission of this Property are sufficient to pay off all secured and unsecured creditors (if any).

91 On the evidence available before me, I do not see how the alleged fraud on the creditors can be imputed to the Purchaser or the Bank on the basis of a transmission to the First Defendant under s 108(a)(i) of the LTA and the mere fact that there are outstanding debts, without a full consideration of what is the total value of the assets remaining in the Deceased’s Estate in order to establish if the Estate is factually solvent or insolvent. More importantly, the non-parties are not involved in any way in the administration of the Estate, and they have no knowledge of the Estate’s accounts, the quantum of the Estate’s debts and the total value of the remaining assets in the Estate after the transmission to the First Defendant of the Property.

92 If there is any wrongful or fraudulent administration of the Estate by the Executors, the Claimant’s remedy lies in a separate action against the Executors, which the Claimant remains at liberty to pursue.

93 No evidence whatsoever is provided by the Claimant that the non-parties knew or would have known of any wrongful or fraudulent administration of the Estate by the Executors at the time when the Purchaser exercised the OTP or at any time thereafter. In any event, the Purchaser exercised the OTP prior to the date of the alleged wrongful act of the Executors of transferring the Property to the First Defendant (being the beneficiary bequeathed the Property in the Will) without first settling the debts of the Deceased.

94 Further, since the legal title to the Property was already registered to the First Defendant, it seems to me that at the time of completion, the Purchaser had no choice and could only deal with the First Defendant, and pay her the balance of 95% of the sale price to obtain the necessary signed Instrument of Transfer before he could register the title in his name. I do not see how the Purchaser or the Bank, by the mere payment of the sale proceeds not to the Estate but to the actual registered proprietor at the time of completion, could be said to be assisting or colluding in the alleged defrauding of the creditors of the Estate by the Defendants.

95 Second, the Claimant argues that the Purchaser and the Bank were wilfully blind to the fact that the sale of the Property had morphed from an Estate sale (between the Estate and the Purchaser) to a personal sale (between the First Defendant and the Purchaser). Therefore, the Purchaser lacked good faith and cannot claim to lack notice of the Claimant’s interest in the Property. ⁶²

96 The title search conducted on the Property dated 25 August 2025 showed the Defendants holding the Property pursuant to a “Transmission Upon Death”. ⁶³ The Purchaser had deposed in his affidavit that the Defendants were at the time of the OTP “named as the registered proprietors of the Property in the Land Titles Register”. ⁶⁴ In the Purchaser and the Bank’s solicitors’ letter dated 14 January 2026, it was stated that the OTP was entered into with “[YFG] and [YFH] (collectively, the “Executors”) as the executors of the estate of [the Deceased]”. ⁶⁵

97 However, after the Purchaser registered his caveat on 12 September 2025, the Property was suddenly transferred to the First Defendant in her sole name and personal capacity. The Claimant submits that the Purchaser must have known about this, given that his caveat prohibited any transfers of legal title without his written consent. At the latest, the Purchaser would have known about the transfer to the First Defendant on 21 October 2025, when the Bank obtained a valuation report citing the First Defendant as the Property’s registered proprietor. ⁶⁶

98 By 13 November 2025, APAC Law acting on behalf of the First Defendant wrote to BR Law instructing that payments on completion would be to the First Defendant in her personal capacity, rather than to any account for the Estate. ⁶⁷ At the 14 May 2026 hearing before me, counsel for the Claimant sought to adduce letters between BR Law and APAC Law which demonstrated knowledge of the change in the nature of the sale between the Purchaser and the Estate. The Claimant submits that faced with such a glaring anomaly (ie, the diversion of estate assets into an executor’s personal pocket), any prudent purchaser or mortgagee would have immediately halted the transaction. ⁶⁸ Their suspicions would have been aroused that the Defendants were committing fraud on the Estate. Instead, the Purchaser and the Bank chose to deliberately shut their eyes to the irregularity, abstained from making the requisite inquiries for fear of learning the truth and pushed the transaction forward to preserve their interests. ⁶⁹ The Claimant contends that the non-parties’ conduct constitutes Torrens fraud. Consequently, the Purchaser should be precluded from relying on s 47 of the LTA as a statutory shield to ignore the Claimant’s prior equitable interest. ⁷⁰ Under these circumstances, the Purchaser cannot maintain that he acted in good faith or without notice. ⁷¹

99 I am unable to accept the Claimant’s submissions. Based only on the affidavit evidence and the undisputed facts thus far before me, I do not think that the Claimant has managed to establish fraud on the part of the Purchaser (or the Bank), which is the only stipulated exception to the protections afforded by ss 47 and 49 of the LTA.

100 First, the transfer of title from both Defendants to the First Defendant’s sole name was registered under s 108(a)(i) of the LTA, ⁷² which provides for a transfer by a personal representative pursuant to a devise in the will of the proprietor. Crucially, such a transfer requires only the production of the grant of probate before the Registrar, and it does not, as the Claimant suggests, require the consent of any caveator. Accordingly, the transfer was registered and accepted by the Registrar without any involvement on the Purchaser’s part. Without proof that the Purchaser knew about the Defendant’s transfer of title to the First Defendant at the material time, it cannot be said that the Purchaser’s failure to intervene or inquire into the transfer was indicative of wilful blindness or fraud.

101 Second, the Purchaser was not legally required to concern himself with the transfer at all, in the absence of fraud. Under s 47(1)(a) of the LTA, a person dealing with a proprietor “is not required and need not in any manner be concerned … to inquire or ascertain the circumstances in or the consideration for which the current proprietor or any previous proprietor is or was registered”. Here, the Purchaser could be said to have begun dealing with the registered proprietors (the Defendants) when the OTP was exercised on 10 September 2025. The transfer to the First Defendant’s sole name was after 10 September 2025, on 14 September 2025 – by which time s 47(1) of the LTA had afforded its protection. The Purchaser thereafter had to deal with the First Defendant as the new registered proprietor on completion on 3 December 2025. Again by this time, the protection afforded to the Purchaser under s 47(1) of the LTA was still available because s 47(3) of the LTA provides that the protection under s 47 commences at the date of the contract, which would be the date when the OTP was exercised on 10 September 2025, when the Purchaser secured a concluded contract of sale of the Property. That protection afforded to the Purchaser would have continued until the date of completion on 3 December 2025. Further, no evidence is produced of any prior or subsequent involvement of the Purchaser in relation to the transfer of title to the First Defendant by the Defendants, which took place four days after the date of the concluded contract of sale.

102 To advance the assertion that the Purchaser cannot rely on s 47 of the LTA, ⁷³ the Claimant relies on Professor Teo Keang Sood’s article, “Further Thoughts on Indefeasibility in the Land Titles Act” [2024] Sing JLS 253 for the proposition that immediate indefeasibility will not arise under s 47(3) of the LTA if the transaction is only at the contract stage and registration has yet to take place. ⁷⁴ The Claimant also submits that this was explicitly endorsed by former Chief Justice Chan Sek Keong in his extra-judicial article, “The Torrens System Under the Land Titles Act: A “Bebe” Retrospective” (2024) 36 SAcLJ 42, asserting that: ⁷⁵

103 In my view, this is an inappropriate mischaracterisation of the very authorities the Claimant seeks to rely upon. In Professor Teo Keang Sood’s article, while he confirms that the protection under s 47(3) of the LTA commences from the date of contract and that “immediate indefeasibility” does not arise until registration, his central thesis is instead that this protection is neither permanent nor unconditional; the protection afforded in s 47(3) of the LTA can be lost if the prospective purchaser subsequently becomes privy to fraud before completion. Therefore, he disagrees with the Court of Appeal’s observation in United Overseas Bank Ltd v Bebe bte Mohammad [2006] 4 SLR(R) 884 (“Bebe”) at [94] that:

104 The Claimant’s citation of the article is therefore taken entirely, and inappropriately, out of context. The Claimant extracts only the narrow observation that immediate indefeasibility does not arise at the contract stage. Professor Teo Keang Sood's article, read fairly and in full, stands for the proposition that the protection under s 47(3) of the LTA can be extinguished where fraud on the purchaser's part supervenes before registration. Further, a closer reading of the former Chief Justice Chan Sek Keong's article, which the Claimant relies on, supports this reading rather than undermining it. The former Chief Justice's remarks were directed at correcting a misreading of Bebe to the effect that a purchaser acquires immediate indefeasibility at the contract stage. What the former Chief Justice was at pains to clarify was that Bebe at [93]–[94] should not be read as conferring on a purchaser, at the pre-registration stage, a title immune from the defeasibility provisions in ss 46(1) and 46(2) of the LTA.

105 This is entirely consistent with the Purchaser’s position. The Purchaser does not claim to have acquired immediate indefeasibility at the contract stage. His case is the more modest one: that the protection afforded to him under s 47(1) of the LTA, which commenced from the date of the contract on 10 September 2025 by virtue of s 47(3), was available to him until completion on 3 December 2025, and that there is no evidence of any fraud on his part during that period. ⁷⁶ In the absence of fraud on the Purchaser’s part, the protection under s 47(1) of the LTA remained intact.

106 Further, I reject the Claimant’s suggestion that collusion on the part of the Purchaser in the fraud by the Defendants may be inferred from the fact that a portion of the sale proceeds, approximately $3,017,000, was paid directly by the Purchaser to the First Defendant personally rather than to the Estate or to both Executors jointly. The Claimant characterises this as a bypassing of the Estate and an attempt by the Defendants to defraud existing creditors of the Estate by distributing assets to beneficiaries before settling the Estate's debts. ⁷⁷ However, s 47(1)(b) of the LTA squarely addresses this. It provides that any person dealing with a proprietor need not “see to the application of the purchase money or any part thereof”. The Purchaser was therefore not required to concern himself with what the First Defendant would do with the sale proceeds upon receipt: whether she would apply them towards discharging the outstanding mortgage with the Second Bank, a very large existing debt of the Estate (which, on the evidence, she did); whether she would pay the housing agent's commission, another existing debt of the Estate (which, on the evidence, was also done); whether she would satisfy any other secured or unsecured creditors of the Estate; whether she would comply with any court order; or whether she would pay any part of the sale proceeds to herself personally (which, on the evidence, she apparently did). The Purchaser had no notice of the injunction order in any event. His obligation at completion was simply to pay the balance of the sale proceeds in accordance with the directions of the First Defendant as the then-registered proprietor, which is precisely what he did.

107 It bears emphasising that the Purchaser had no involvement whatsoever in the administration of the Estate. He would have had no knowledge of the Estate's assets and liabilities, whether sufficient provision had been made for the settlement of its debts prior to the transmission of the Property to the First Defendant, or whether any creditors remained unpaid. Significantly, no secured or unsecured creditor of the Estate has come forward to assert that their debt has gone unpaid or that they have been defrauded. Thus far, the Claimant has not provided any credible evidence that the Defendants were attempting to or had defrauded any creditor of the Estate, and there is certainly no evidence that the Purchaser was in any way in collusion with the Defendants to do so.

108 In these circumstances, I find that ss 47(1)(a) and 47(1)(b) of the LTA operated continuously to protect the Purchaser from the time he exercised the OTP on 10 September 2025 through to completion on 3 December 2025. The mere fact that the Purchaser paid the balance of the sale proceeds to the First Defendant personally upon completion cannot, in law or on the facts, constitute fraud or collusion in any fraud sufficient to defeat the protections afforded to him under s 47 of the LTA.

109 Third, I do not think fraud can be inferred on the part of the Purchaser or the Bank from a mere dealing with the First Defendant instead of the Executors of the Estate at the time of completion. The First Defendant at the time of completion was the sole registered proprietor of the Property and not the Executors, who were no longer the registered proprietors. The Purchaser and the Bank were totally uninvolved in the transmission that led to the change of the registered proprietorship (which appears to be the nub of the alleged fraud) four days after the exercise of the OTP by the Purchaser. Furthermore, as at the time of completion, only the First Defendant could grant a transfer of the legal title to the Property to the Purchaser. Therefore, I do not see how the payment of the balance of the purchase price to the First Defendant as the registered proprietor, who also remained an Executor to the Estate, to secure that transfer of the legal title to the Purchaser himself would make him a party to any alleged Torrens fraud, fraud on Estate or collusion with the Defendants to defraud the creditors to the Estate. The Purchaser, having an equitable interest in the Property under a concluded contract to purchase the Property, is certainly entitled to deal with the First Defendant as the new registered owner of the Property at the time of completion of the sale on the basis of the Register and with all the associated protections afforded to the Purchaser under the LTA.

110 Fourth, as at the date of completion, BR Law made final title searches on the Property. There were no new caveats (including any caveat notifying the interest of the Claimant in the Property) on the Register. The last caveat entered against the Property remained the Bank’s caveat previously lodged on 7 October 2025. ⁷⁸ The Claimant failed to lodge any caveat to protect whatever interest she may have had in the Property.

111 Under s 49(1) of the LTA, the Purchaser’s caveat lodged on 12 September 2025 gave his interest priority over any unregistered interest not so protected at the time his caveat was entered. Sections 47(2) and 49(2) of the LTA make it clear that knowledge of existence of an unregistered interest which has not been protected by a caveat is not of itself imputed as fraud. Therefore, the Claimant cannot rely on the Purchaser’s alleged awareness (of which there is no concrete proof) of any purported interest she had in the Property to establish fraud, when she took no steps to caveat her interest (assuming that she is entitled to do so).

112 According to the Claimant, she did not lodge any caveat on the Property because she had no legal standing to do so, claiming that even if she succeeds in the pending action in HCF/OC 10/2025 to have both Wills of the Deceased invalidated, her interest in the Property would only be as a beneficiary of an unadministered Estate upon intestacy as the lawful widow of the Deceased. ⁷⁹ The Claimant states that it is settled law that beneficiaries of an unadministered estate do not have proprietary interest in the Estate. ⁸⁰ In particular, specific legatees have, during the period of administration, only a chose in action against the executor to have the testator’s estate properly administered. They do not have a beneficial interest in a testator’s estate. In support of this, the Claimant cites the cases of Seah Teong Kang v Seah Yong Chwan [2015] 5 SLR 792 at [21] and Ong Wui Teck v Ong Wui Swoon [2019] SGCA 61 at [64]–[66]. ⁸¹

113 If the Claimant has no proprietary interest in the Property (as she asserts), ⁸² then it must follow that she is also not entitled to any proprietary injunction that attaches to all of the unspecified assets or properties (including the Property) in the Deceased’s Estate. Yet, this is precisely the effect that the Claimant’s counsel attributes to the Injunction Order. ⁸³ On that basis, the Claimant’s counsel presses his arguments strongly for the court to decline to vary the Injunction Order so as to allow the registration of the Purchaser’s title to the Property, even though there may be no proprietary interest upon which that injunction was obtained in the first place.

114 In light of the Claimant’s non-existent proprietary interest in the Property, I would have thought that her focus should be to ensure that the sale proceeds received by the Defendants (whether jointly or severally) upon completion are returned to the Estate, which I have already provided for in the Injunction Order.

115 In any event, the fact that the Claimant, who appears to have no proprietary interest and no caveatable interest in the Property, has not or could not file a caveat on the Property based solely on her alleged equitable interest in the Property does not answer the question of whether the Injunction Order on its terms prohibits the Registrar from registering the Purchaser as the new registered proprietor of the Property.

116 It appears that the Claimant is contending that her interest in the Property takes priority over the Purchaser’s interest, notwithstanding her failure to lodge a caveat on the basis that she was legally incapable of doing so. On the strength of the Claimant’s priority, she argues that the completion of sale should be blocked and the registration of the title by the Purchaser should be stopped. ⁸⁴ I make two observations in response. First, I am not deciding on priorities. Second, and in any case, if the Claimant’s interest in the Property is one that cannot sustain a caveat, it would be logically inconsistent to treat that interest as ranking higher than the interests of the Purchaser and the Bank, both of whom hold caveatable interests and did in fact lodge caveats to protect their respective positions. It would be odd for the Claimant’s interest (if any), which she says cannot sustain a caveat, ⁸⁵ to prevail or have priority over caveatable interests that have been registered.

117 Notwithstanding, I add that even after the Purchaser becomes the registered proprietor, his title can still be defeated on the ground of fraud (if proved by the Claimant) to which the Purchaser or his agent was a party or had colluded in the fraud. This is provided for under s 46(2)(a) of the LTA.

118 Separately, I pause to note that in the Defendants’ Instrument for Transfer of the Property to the First Defendant, dated 28 August 2025 but registered on 14 September 2025, the Defendants stated that there were no prior encumbrances on the Property. ⁸⁶ That does not appear to be true, as there was in fact an encumbrance on the Property in the form of the Purchaser’s caveat lodged on 12 September 2025. I say no more on this.

119 The Claimant says that the caveats lodged by the non-parties on the Property are fundamentally defective because the interests underlying these caveats have ceased to exist. ⁸⁷ She submits that in light of the transfer of the legal title to the First Defendant who held the legal title in her personal capacity from 14 September 2025, there is a “fundamental mismatch in legal capacities” that destroys the Purchaser’s proprietary interest in the Property. ⁸⁸ The Claimant offers two scenarios which could have taken place for this mismatch to arise. ⁸⁹

120 On the first scenario, the OTP was superseded by a subsequent agreement between the First Defendant in her personal capacity and the Purchaser, to accommodate the transfer to the First Defendant. ⁹⁰ In my view, this first scenario is inapplicable and remains wholly hypothetical as the Claimant offers no proof of such a subsequent agreement.

121 On the second scenario, the sale of the Property was completed on the basis of the OTP. ⁹¹ In this scenario, the Claimant claims that the Purchaser’s remedy under the OTP is reduced to a mere personal claim for damages for breach of contract against the Executors. ⁹² This is because the contracting vendors (ie, the Executors) no longer held title to the Property, and specific performance of the OTP against the Executors would be legally impossible, ⁹³ and therefore the Purchaser’s interest in the Property under the exercised OTP had ceased to exist. According to the Claimant, the transfer of legal title to the First Defendant had stripped the Purchaser of any caveatable interest in the Property itself ⁹⁴ and this transfer took place after the lodging of the Purchaser’s caveat, which expressly prohibited any transfers without the Purchaser’s written consent. ⁹⁵

122 In light of my clarifications on the terms of the Injunction Order, it is unnecessary for me to address these submissions. The non-parties’ applications before me are not about seeking a declaration that their caveats are valid and neither is there any application by the Claimant or by anyone seeking to void or cancel the Purchaser’s or the Bank’s caveats on the basis that they are defective. Therefore, I do not need to determine for present purposes whether the caveats are defective. I also do not need to, and I am not deciding, the priorities of the various equitable interests in the Property.

123 Nevertheless, I offer some observations.

124 When the Purchaser exercised the OTP, he acquired a caveatable equitable interest in the Property itself, specifically the right to compel completion of the sale. In my view, the Purchaser’s caveat protects his interest in the Property itself, and not his relationship with any particular title holder. This is supported by the plain reading of s 115(1) of the LTA which states that “[a]ny person claiming an interest in land” may lodge a caveat.

125 I cannot see how the caveat successfully lodged based on the Purchaser’s caveatable interest at that time could become defective simply because the Defendants had transmitted the Property to the First Defendant after the date of the Purchaser’s caveat. When the legal title moved from the Estate to the First Defendant, the Purchaser’s equitable interest did not cease to exist. The transfer was an administrative step on part of the Estate. The First Defendant, as a volunteer who was bequeathed the Property in the Will and who had therefore paid nothing to acquire the legal title to the Property, did not take the Property free of prior registered interests. The transmission of the legal title to the First Defendant would have been subject to all existing encumbrances, including the Purchaser’s caveat over the Property. Indeed, the Executors could not have conveyed to the First Defendant a better legal title or greater ownership rights than they actually possessed, due to the nemo dat quod non habet principle (“nemo dat principle”) (that is, no one can give what they do not have).

126 This is further supported by s 46(3) of the LTA, which provides that nothing in s 46 confers on a proprietor claiming otherwise than as a purchaser any better title than was held by that proprietor's immediate predecessor. The First Defendant, as a legatee who paid nothing for the Property, is plainly not a purchaser. She therefore cannot, by virtue of the transmission, acquire a legal title better than that held by the Executors immediately before the transmission. Since the Executors' title was already encumbered by the Purchaser's equitable interest and his purchaser's caveat at the time of transmission, the First Defendant takes the Property subject to those same encumbrances. Section 46(3) thus provides a statutory expression of the nemo dat principle in this context, and makes clear that the transmission cannot have the effect of defeating the Purchaser’s prior equitable interest. It follows that if the First Defendant were to repudiate the Purchaser’s equitable interest and refuse to complete the sale, the Purchaser would be entitled to take action against her to compel completion, notwithstanding the transmission.

127 The Claimant’s proposition that specific performance against the Executors is “legally impossible” ⁹⁶ may also be misconceived. The First Defendant remains as one of the Executors and a party to the concluded sale and purchase agreement arising from the OTP that was exercised by the Purchaser. As the registered proprietor of the Property that is subject to the prior registered caveat lodged by the Purchaser and as a party to the concluded sale and agreement arising from the exercised OTP, she could still be compelled to deliver the legal title to the Purchaser. Therefore, against the First Defendant, specific performance may remain available.

128 Indeed, I observe that the First Defendant had already recognised the Purchaser’s equitable rights by signing the Instrument of Transfer and delivering it to the Purchaser for lodgement with the SLA. It was the SLA which took it upon themselves to not act on the lodgement of that Instrument of Transfer. ⁹⁷ However, as I have clarified, the Injunction Order does not apply to the SLA, which has not been injuncted in any way from registering the Purchaser as the registered proprietor of the Property in accordance with the LTA.

129 There is a further and independent basis for this conclusion. Section 46(2)(b) of the LTA preserves the right to enforce against a proprietor any contract to which that proprietor was a party. The First Defendant was herself a party to the exercised OTP in her capacity as one of the Executors. As the registered proprietor following the transmission, she remains a person against whom the contract of sale and purchase may be enforced under s 46(2)(b). The argument that the Purchaser cannot compel the First Defendant to convey legal title because his original contract was concluded with both Defendants therefore cannot hold. The First Defendant was at all material times one of the contracting parties, and s 46(2)(b) preserves the Purchaser’s right to enforce that contract against her in her capacity as the current registered proprietor.

130 My findings are fortified by s 56(1) of the LTA, which requires that every instrument purporting to dispose of or create an interest in registered land be executed by the proprietor (with certain exceptions set out in s 56(2) which need not concern us here). Following the transmission, the First Defendant is the sole registered proprietor of the Property. The Purchaser therefore has no choice but to deal with the First Defendant alone to obtain the legal title and complete the sale. The suggestion that the Purchaser is unable to compel completion because his original contract based on the exercised OTP was concluded with both Defendants is thus doubly misconceived: it is wrong as a matter of law for the reasons set out above, and it is also inconsistent with the mechanics of the LTA, which necessarily requires the Purchaser to look to the First Defendant as the sole registered proprietor to execute the Instrument of Transfer on completion.

131 In relation to the caveat lodged by the Bank, it was not based on the OTP (to which the Bank was never a party). The underlying interest for the lodgement of the Bank’s caveat is the mortgage loan of $2,000,000 to the Purchaser with the Property as security for the loan. ⁹⁸ In my view, that underlying basis does not change even with the transfer of the legal title of the Property from the Defendants to the First Defendant. Subject to satisfying itself as to the legitimacy of the transaction, the Bank is not concerned with who the Purchaser bought the Property from or who will be transferring title of the Property to the Purchaser on the completion date so long as the Purchaser completes the sale and becomes the registered proprietor of the Property.

132 The Claimant submits that the injunction must be maintained to preserve the status quo until the trial of the main action between the Claimant and the Defendants, and that the core purpose of the Injunction Order is to protect the Property from irrevocable dissipation. This is critical as the Defendants have refused to account for the sale proceeds. ⁹⁹

133 First, I observe that if the Defendants refuse to account for the sale proceeds, they will be in breach of the mandatory orders in the Injunction Order to make full disclosure of the whereabouts of the sale proceeds. In my view, the breach itself cannot justify enlarging the ambit of the Injunction Order to prohibit the registration of the legal title by the Purchaser. This is in light of the fact that (a) the Purchaser has already obtained the Instrument of Transfer signed by the First Defendant as the registered proprietor of the Property after having paid the balance of 95% of the purchase price for the Property; and (b) the Purchaser has lodged that Instrument of Transfer with the SLA for registration.

134 Second, the Injunction Order does not contemplate safeguarding both the Property and its sale proceeds simultaneously. It safeguards the Property if it is not sold. But if the Property has been sold, it safeguards only the sale proceeds (see above, [52]–[56]). The Claimant’s real concern, as it appeared to me at the time of the application for the Injunction Order, was to have the net sale proceeds from the sale of any property paid into and be safeguarded within the Estate Account and not distributed to any of the beneficiaries in the meantime. The prohibition of any bona fide sale already completed or in the process of being completed was not contemplated at all. The Injunction Order as granted was never intended to block any proper and smooth completion of the sale of any property that had already been sold before the Injunction Order, which would obviously include the registration of title by a purchaser following the completion of sale. Hence, the Injunction Order neither provides for any mandatory orders for unwinding any concluded sale of any asset or property comprised in the Estate, nor does it prohibit the Defendants from collecting any sale proceeds arising from assets and properties of the Estate sold prior to the Injunction Order.

135 I thus reiterate that the Claimant’s concern over the dissipation of the sale proceeds has in fact been addressed by the Injunction Order that has express provisions dealing with the safeguarding of the sale proceeds of properties that had been sold. Indeed, both Defendants are already subject to a mandatory order to pay into the Estate’s bank account within seven days from the date of this Injunction Order all sale proceeds received by them (individually or jointly) arising from the sale of the Deceased’s assets (see above, [59]). In other words, the balance of convenience does not favour disrupting the registration process on the basis of dissipation concerns that are already addressed by the existing Injunction Order. The registration of the Instrument of Transfer to give legal title to the Purchaser is the SLA’s prerogative and as clarified, the Injunction Order does not prohibit so. The same applies to the registration of the Instrument of Mortgage.

136 This case underscores the importance of scrutinising the actual terms of an injunction order. On a closer reading of the terms of the Injunction Order, neither the Purchaser nor the Bank is prohibited from lodging the Instrument of Transfer and Instrument of Mortgage with the Registrar for registration. Nor is the Registrar restrained by the Injunction Order from registering their interests on the Register. This is sufficient to dispose of the applications before me. Therefore, there is no need to vary the Injunction Order that I had granted on 1 December 2025.

137 I will hear parties on costs.